| To promote economic growth and deepen reform in an all-round way,the reform of the registered capital system launched in 2013 under the influence of the spirit of contractual freedom,The realization of shareholders’ investment autonomy is the focus of the reform,and the full subscription system is established in the "Company Law" in2014.However,due to the limitation of efficiency-oriented reform,the complete subscription system neglects the protection of creditors in the design of rules.This gives rise to concerns about the realization of creditors’ claims: under the subscription system,because shareholders enjoy the freedom to subscribe first and then pay in accordance with the agreement,The registered capital of a company will be in an uncertain state before the time limit of shareholders’ contribution.At this time,if the debts cannot be paid off,the realization of creditors’ rights and interests will not be fully guaranteed.To make up for the loss of the creditor’s interests due to the lack of constraint mechanism under the subscription system,the application of the accelerated maturity system of shareholders’ contributions has become a suitable path.However,in the current legal system,there is no clear path for accelerated maturity except for statutory bankruptcy and liquidation.Although,Article 6 of the Nine People’s Minutes appropriately broadens the scope of application of accelerated expiration in judicial practice within the existing legal framework,it is difficult to get rid of the restriction of the existing system logic in the design of its applicable rules.Therefore,to improve the creditor protection system,the establishment of accelerated maturity in legislation is imperative.In December 2021,the first reading of the revised draft of the Company Law was officially reviewed and published.Article 48 of the draft was a legislative attempt to accelerate the expiration.Based on this background,from the perspective of holism,this paper tries to jump out of the prior view of "creditor’s claim path," and re-examine the realization path of accelerated creditor relief.Based on the function of corporate law to respect and guarantee the sustainable development of the company,the accelerated maturity system should be limited by the scope of corporate laws and the requirements of corporate personality independence.And from the independent personality of the company,the realization path of accelerated expiration should not ignore the independent meaning of company as one of the subjects,so it is not wrong to include company as the subject of claim in the accelerated expiration legislative program.From this,this paper discusses the specific path and the specific realization of the accelerated maturity plan with the company as the main claim and the creditor as the principal.Considering system logic,action logic and economic cost,it provides a dual system arrangement of bylaws and laws for the improvement of accelerated expiration legislation.It is a reference to set up the internal precautionary accelerated maturity system before the transaction and the relief creditor’s right after the transaction. |
